FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MOGHADAM HAMID R
   2. Issuer Name and Ticker or Trading Symbol
Prologis, Inc. [PLD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
C/O PROLOGIS, INC., PIER 1, BAY 1		 3. Date of Earliest Transaction (Month/Day/Year)
05/20/2013
(Street)

SAN FRANCISCO, CA 94111		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) (2) 05/20/2013 05/20/2013 M   120,131 A $ 0 (3) 155,732 D  
Common Stock (1) (2) 05/20/2013 05/20/2013 F   95,876 (3) D $ 44.18 (3) 59,856 D  
Common Stock (1) (2) 05/20/2013 05/20/2013 D   24,255 (4) D $ 0 (5) 35,601 D  
Units (1) (2) 05/20/2013 05/20/2013 A   24,255 A $ 0 (5) 343,213 I Rabbi Trust (6)
Units               803,945 I Rabbi Trust (7)
Common Stock               2,255,395 I Trust (8)
Common Stock               131,776 I Trust (9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (1) $ 35.26 05/20/2013 05/20/2013 M     120,131   (10) 01/27/2014 Common Stock 120,131 $ 0 1,334,007 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MOGHADAM HAMID R
C/O PROLOGIS, INC.
PIER 1, BAY 1
SAN FRANCISCO, CA 94111		   X     Chairman & CEO  

Signatures

 /s/ Kristi Oberson, attorney in fact for Hamid R. Moghadam   05/22/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The option exercises covered by this Form 4 were conducted pursuant to and in accordance with a 10b5-1 plan dated May 4, 2012.
(2) Reporting person elected to defer the gains from this stock option exercise reported on this Form 4 into our nonqualified deferred compensation plans. In connection with this election, reporting person exercised the option via a stock-for-stock swap transaction. The deferral of the resulting gains was credited to the reporting person's account in the form of an equivalent number of units, each of which represents the reporting person's right to receive a share of Prologis common stock upon distribution of his account.
(3) 95,876 shares owned by the reporting person were exchanged with Prologis in a stock-for-stock swap transaction to pay for the aggregate exercise price of the options ($4,235,819.06) pursuant to the 10b5-1 plan.
(4) Solely a change in the form of ownership.
(5) Not applicable.
(6) Held indirectly through a rabbi trust pursuant to our nonqualified deferred compensation plans.
(7) Held indirectly through a rabbi trust pursuant to the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan.
(8) Held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees.
(9) Held indirectly in a trust with the reporting person as trustee.
(10) Options issued under the 2002 Stock Option and Incentive Plan which became fully vested on Jan. 27, 2004. There are no options remaining exercisable under this award.

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